Transactions

April 2003

Newport Beach, California

has been acquired by

Eden Prairie, Minnesota

Background

Mark Hartsell founded this southern California based ASP, to help business-to-business publishers and premium content providers manage, market, sell and electronically deliver articles, single issues, subscriptions and site licenses directly and manage subscriber events - all through the publisher's existing web site. Mark grew the company to a point where it was profitable and growing. But, he recognized that his customers and employees would be better served if the firm were part of a larger organization. The company engaged M&A to provide strategic and financial advice.

On April 23, 2003 Infocon America Corp. was acquired by Digital River, Inc. (NASDAQ: DRIV), a global leader in e-commerce outsourcing. Digital River builds and manages online businesses for more than 40,000 software publishers, manufacturers, distributors and online retailers. The terms of the transaction were not disclosed.

Digital River(R), Inc. (Nasdaq:DRIV), a global leader in e-commerce outsourcing, today announced its new E-Subscriptions service. The subscription management solution both facilitates the online sale and renewal of electronic and print subscription-based content and products, and automates access, delivery and fulfillment of electronic subscriptions. Digital River's E-Subscriptions service, combined with its e-marketing technology and expertise provides software and content publishers a reliable, low cost means of maximizing online sales and renewals without investing in an expensive technology infrastructure.

"As the marketplace for software and digital products grows more competitive everyday, publishers are looking for more efficient and cost effective channels for managing and expanding their businesses," said Joel Ronning, Digital River's CEO. "With demonstrated expertise in building global e-commerce operations, merchandising sites and managing huge volumes of data, Digital River can help publishers develop long-term growth strategies and create a rich online environment to drive sales. We are well prepared to immediately leverage our expertise and leadership in opening market opportunities within the content publishing community. We will quickly extend this offering into the software publisher space to drive further growth in our core business segment."

The subscription service will be supported in part by Digital River's current e-commerce infrastructure. With current uptime running at 99.97 percent, Digital River's e-commerce platform supports nearly 34,000 clients. Digital River will initially provide subscription services to the content publisher community and will quickly expand its E-Subscriptions service to the software publisher market in the second half of 2003. In this roll out, Digital River plans to augment its current e-commerce platform with technology it recently acquired from Infocon America Corp., a leading provider of web solutions for publishers of newsletters, journals, magazines, research reports, directories and buyers guides.

Digital River's new service offering is immediately available as a result of its acquisition of certain assets and liabilities associated with Infocon America's business in exchange for cash and notes. The agreement, which closed in late March 2003, also provides Infocon America with the opportunity for an additional earn-out based on Digital River achieving certain revenue metrics related to the business during the twelve months following the closing of the acquisition. As part of its agreement with Infocon America, Digital River acquired client contracts, including Drug & Market Development Publications, BioProcess International, Lippincott Williams & Wilkins, Mealey Publications, California Business Journals and others. Digital River expects the acquisition to be mildly accretive.

"We look forward to extending e-commerce support to Infocon America's current clients as well as offering them expanded customer service and access to our world-class e-commerce infrastructure and capabilities," said Ronning. "This strategic acquisition is a natural extension for Digital River. It not only provides us with the opportunity to tap into the content publisher market, but more importantly further solidifies our e-commerce leadership position among software publishers."

About Infocon America Corp.

As an Application Service Provider (ASP) for over six years, Infocon America provides a comprehensive, outsourced Web solution platform and content management service for professional publishers to increase sales and profits directly through their Web site(s), reduce costs by automating many processes, increase renewals, provide many value-added services and support on their Web sites, while cost-effectively transitioning their businesses from print to the Internet - a critical issue for all publishers. Infocon America further maximizes publishers' sales of premium content through its aggregated site, PublicationsNet.com, the destination for B-to-B information(SM), and its Business Information Network of Web site partners.

About Digital River, Inc.

Digital River, Inc., a global leader in e-commerce outsourcing, builds and manages profitable online businesses for nearly 34,000 companies worldwide. Its comprehensive e-commerce solution and world-class infrastructure are designed to help companies of all sizes quickly maximize online revenues as well as cut the costs and reduce the risks associated with running an e-commerce operation. Digital River's international e-commerce services include site development and hosting, order management, fraud prevention, site merchandising, reporting and analytics, product fulfillment, e-marketing and multi-lingual customer service. Digital River's clients include Symantec, Motorola, 3M, Major League Baseball Advanced Media, H&R Block, Novell, Autodesk, ACT! and Staples.com.

Founded in 1994, Digital River is headquartered in Minneapolis with offices throughout the United States and in Europe. For more details about Digital River, visit the corporate Web site at www.digitalriver.com or call 952-253-1234.

About Marlin & Associates

Marlin & Associates (M&A) initiated this transaction and acted as exclusive advisor to InfoCon America. M&A is a specialized investment banking advisory and consulting firm providing transaction advice and services to middle-market firms in the financial technology, on-line information and business services sectors. The firm is based in New York City. For more details about M&A, visit the corporate Web site at www.marlinandassociates.com.

Digital River is a registered trademark of Digital River, Inc. All other company and product names are trademarks, registrations or copyrights of their respective owners.